New investment techniques and new types of shareholder activists are shaking up the traditional ways of equity investment that informs much of our present-day corporate law and governance. Savvy investors such as hedge funds are using financial derivatives, securities lending transactions, and related concepts to decouple the financial risk from shares. This leads to a distortion of incentives and has potentially severe consequences for the functioning of corporate governance and of capital markets overall. Taking stock of the different decoupling strategies that have become known over the past several years, this book then provides an evaluation of each from a legal and an economic perspective. Based on several analytical frameworks, the author identifies the elements of equity deconstruction and demonstrates the consequences for shareholders, outside investors, and capital markets. On this basis, the book makes the case for regulatory intervention, based on three different pillars and comprising disclosure, voting right suspension, and ex-post litigation. The book concludes by developing a concrete, comprehensive proposal on how to address the regulatory problem. Overall, this book contributes to the debate about activist investment and the role of shareholders in corporate governance. At the same time it raises a number of important considerations about the role of equity investment more generally.

The Deconstruction of Equity: Activist Shareholders, Decoupled Risk, and Corporate Governance

Ringe, Wolf-Georg

Business

Oxford University Press

The Anatomy of Corporate Law: A Comparative and Functional Approach

This is the long-awaited third edition of this highly regarded comparative overview of corporate law. This edition has been comprehensively revised and updated to reflect the profound changes in corporate law and governance practices that have taken place since the previous edition. These include numerous regulatory changes following the financial crisis of 2007-09 and the changing landscape of governance, especially in the US, with the ever more central role of institutional investors as (active) owners of corporations. The geographic scope of the coverage has been broadened to include an important emerging economy, Brazil. In addition, the book now incorporates analysis of the burgeoning use of corporate law to protect the interests of "external constituencies" without any contractual relationship to a company, in an attempt to tackle broader social and economic problems. The authors start from the premise that corporations (or companies) in all jurisdictions share the same key legal attributes: legal personality, limited liability, delegated management, transferable shares, and investor ownership. Businesses using the corporate form give rise to three basic types of agency problems: those between managers and shareholders as a class; controlling shareholders and minority shareholders; and shareholders as a class and other corporate constituencies, such as corporate creditors and employees. After identifying the common set of legal strategies used to address these agency problems and discussing their interaction with enforcement institutions, The Anatomy of Corporate Law illustrates how a number of core jurisdictions around the world deploy such strategies. In so doing, the book highlights the many commonalities across jurisdictions and reflects on the reasons why they may differ on specific issues. The analysis covers the basic governance structure of the corporation, including the powers of the board of directors and the shareholder meeting, both when management and when a dominant shareholder is in control. It then analyses the role of corporate law in shaping labor relationships, protection of external stakeholders, relationships with creditors, related-party transactions, fundamental corporate actions such as mergers and charter amendments, takeovers, and the regulation of capital markets. The Anatomy of Corporate Law has established itself as the leading book in the field of comparative corporate law. Across the world, students and scholars at various stages in their careers, from undergraduate law students to well-established authorities in the field, routinely consult this book as a starting point for their inquiries.

Armour, John

Enriques, Luca

Kraakman, Reinier

Hansmann, Henry

Hertig, Gérard

Hopt, Klaus

Kanda, Hideki

Pargendler, Mariana

Davies, Paul.

Rock, Edward

Business & Money

Corporate law and corporate governance have been at the forefront of regulatory activities across the world for several decades now, and are subject to increasing public attention following the Global Financial Crisis of 2008. The Oxford Handbook of Corporate Law and Governance provides the global framework necessary to understand the aims and methods of legal research in this field. Written by leading scholars from around the world, the Handbook contains a rich variety of chapters that provide a comparative and functional overview of corporate governance. It opens with the central theoretical approaches and methodologies in corporate law scholarship in Part I, before examining core substantive topics in corporate law, including shareholder rights, takeovers and restructuring, and minority rights in Part II. Part III focuses on new challenges in the field, including conflicts between Western and Asian corporate governance environments, the rise of foreign ownership, and emerging markets. Enforcement issues are covered in Part IV, and Part V takes a broader approach, examining those areas of law and finance that are interwoven with corporate governance, including insolvency, taxation, and securities law as well as financial regulation. The Handbook is a comprehensive, interdisciplinary resource placing corporate law and governance in its wider context, and is essential reading for scholars, practitioners, and policymakers in the field.

The Oxford Handbook of Corporate Law and Governance (Oxford Handbooks)

Gordon, Jeffrey N.

Product Description 
Corporate law and corporate governance have been at the forefront of regulatory activities across the world for several decades now, and are subject to increasing public attention following the Global Financial Crisis of 2008. 
The Oxford Handbook of Corporate Law and Governance provides the 
global framework necessary to understand the aims and methods of legal research in this field.\nWritten by leading scholars from around the world, the 
Handbook contains a rich variety of chapters that provide a comparative and functional overview of corporate governance. It opens with the central theoretical approaches and methodologies in corporate law scholarship in Part I, before examining 
core substantive topics in corporate law, including shareholder rights, takeovers and restructuring, and minority rights in Part II. Part III focuses on new challenges in the field, including conflicts between Western and Asian corporate governance environments, the rise of foreign ownership, and 
emerging markets. Enforcement issues are covered in Part IV, and Part V takes a broader approach, examining those areas of law and finances that are interwoven with corporate governance, including insolvency, taxation, and securities law as well as financial regulation.\nNow in paperback, the Handbook is a comprehensive, interdisciplinary resource placing corporate law and governance in its wider context, and is essential reading for scholars, practitioners, and policymakers in the field.\nReview 
"this volume is a treasure trove for anyone with an interest in corporate law and governance, and it is not possible in a short review to do justice to the many excellent contributions within it. ... academics and students working in the area will find it particularly useful as a module resource ... Equally, practitioners will value the comprehensive picture which is painted and they will learn much from the comparative material indicating how other jurisdictions manage similar problems. All readers will enjoy these interesting and challenging chapters about the regulation of companies and their role in modern capitalism. The editors are to be congratulated on their outstanding efforts in producing such a compelling volume." -- Brenda M. Hannigan, 
International Company and Commercial Law Review\nAbout the Author 
Jeffrey Gordon is the Richard Paul Richman Professor of Law and Co-Director of the Richman Center for Business, Law & Public Policy at Columbia Law School. He is also the Co-Director of the Ira M. Millstein Center for Global Markets and corporate Ownership, and the Co-Director for the Center for Law 
and Economic Studies. His main areas of interest are in corporate governance, mergers and acquisitions, comparative corporate governance, and the regulation of financial institutions.\nWolf-Georg Ringe is a Professor of Law and Director of the Institute of Law & Economics at the University of Hamburg. He is also a Visiting Professor at the Faculty of Law, University of Oxford, and a Research Fellow at the Oxford Institute of European and Comparative Law. Georg Ringe teaches 
various courses in the field of corporate and business law, and his current research interests are in the general area of law and finance, comparative corporate governance, capital and financial markets, insolvency law, and conflict of laws.

The Oxford Handbook of Corporate Law and Governance

Investor-Led Sustainability in Corporate Governance (Annals of Corporate Governance)

Management & Leadership

Now Publishers

Anatomía del Derecho de Sociedades: Un enfoque comparado y funcional (Spanish Edition)

Foreign & International Law

Editorial Heliasta S.R.L.

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